POWER PHONE, INC.


                              CUMULATIVE UNAUDITED
                             THREE QUARTER STATEMENT

                                 FOR THE PERIOD

                                  JULY 1, 1995

                                       TO

                                 MARCH 31, 1996





                               (POWER PHONE, INC.
                          (a development stage company)
                            BALANCE SHEET (Unaudited)
                                 MARCH 31, 1996

ASSETS

Current Assets - Cash in Bank                                              $604

Software                                                              2,000,000

Art Inventory                                                         2,000,000

Equipment                                                                12,740

Goodwill                                                                223,081
                                                                        -------

                  TOTAL                                              $4,236,425
                                                                     ==========

         LIABILITIES

Current liabilities:

         Due to Officers                                                $86,907

         Accounts Payable                                                 8,730
                                                                          -----

                  TOTAL CURRENT LIABILITIES                              95,637
                                                                         ------

         STOCKHOLDERS' EQUITY

Common Stock- $0.01 par value,                                           74,218 
         25,000,000 shares authorized 
         7,421,818 issued.

Series A redeemable convertible preferred stock- $0.01 par value,
         10,000,000 shares authorized
         160,000 issued                                                   1,600

Additional paid in capital                                            4,734,032

Deficit accumulated during the                                         (669,062)
         development stage                                             -------- 

                  TOTAL STOCKHOLDERS' EQUITY                         $4,140,788
                                                                     ----------

                  TOTAL                                              $4,236,425
                                                                     ==========









                                POWER PHONE, INC.
                          (a development stage company)
                       STATEMENT OF OPERATIONS (Unaudited)
                           (Cumulative three quarters)
                                 MARCH 31, 1996


Operating expenses                                                   $ 75,307
                                                                     --------

         TOTAL                                                         75,307
                                                                     --------

NET (LOSS)                                                           $(75,307)
                                                                     ========

Net (loss) per share
         of common stock                                             $  (.010)
                                                                     -------- 

Number of common shares
         and common share equivalents
         used in computation                                        7,421,818
                                                                    =========





                                POWER PHONE, INC.
                          (a development stage company)
                       STATEMENT OF CASH FLOWS (Unaudited)
                                 MARCH 31, 1996



Cash flows from operating activities:
         Net (loss)                                                  $(75,307)
         Adjustments to reconcile net (loss) to
              net cash (used in) operating activities:
              Changes in operating assets and liabilities:
                  Increase (decrease) in accrued expenses
                      and other liabilities                            87,807
                                                                     --------

                      Net cash (used in)
                           operating activities                        12,500
                                                                     --------

Cash flows from investing activities:

         Purchase of furniture & fixtures                             (12,740)
                                                                     -------- 

         NET DECREASE IN CASH                                            (240)

         Cash at beginning of period                                      844
                                                                     --------

         CASH AT END OF PERIOD                                       $    604
                                                                     --------

         Stock issued for acquisition of
              various assets                                         $  3,400
                                                                     --------